UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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x Definitive Information Statement
ADB International Group, Inc.
(Name of Registrant as Specified In Its Charter)
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ADB INTERNATIONAL GROUP, INC.
20 West 64th Street, Suite 39G
New York, NY 10023
Phone: (972) 54 427777
NOTICE OF ACTION TO BE TAKEN BY WRITTEN CONSENT
September 8, 2014
To The Corporation's Stockholders:
Notice is hereby given that on August 26, 2014, holders of approximately 68.16% of the outstanding shares of common stock of ADB International Group, Inc. (the "Corporation"), have approved, by written consent in lieu of a special meeting of the stockholders of the Corporation, the following corporate action (the "Corporate Action"):
1. An amendment to the Corporation's Certificate of Incorporation to change the name of the Corporation from "ADB International Group, Inc." to "E-Cure Corp." (the "Name Change").
The Corporation's Board of Directors approved the Name Change and the amendment to the Certificate of Incorporation and the holders of a majority of the Corporation's shares of common stock of the Corporation consented (the "Majority Consenting Stockholders") to the Name Change and the amendment to the Certificate of Incorporation on August 26, 2014.
The attached Information Statement is being circulated to our stockholders of record on August 26, 2014 (the "Record Date") to provide you with notice that the Corporate Action has been approved by the written consent of the Majority Consenting Stockholders of the Corporation's outstanding common stock. No further action by the Corporation's stockholders is required. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Corporate Action is expected to become effective twenty (20) days after the date this Information Statement is mailed to the Corporation's stockholders.
This Notice and the attached Information Statement are being sent to you for informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors of ADB International Group, Inc.
/s/ Ron Weissberg
Ron Weissberg
Chairman
ADB INTERNATIONAL GROUP, INC.
20 West 64th Street, Suite 39G
New York, NY 10023
Phone: (972) 54 427777
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
This Information Statement has been filed with the United States Securities and Exchange Commission (the "SEC") and is being furnished to the holders of the outstanding shares of common stock, par value $0.00001, of ADB International Group, Inc., a Delaware corporation ("we", "us", "our" or the "Corporation"). The purpose of this Information Statement is to provide notice that the Corporation's majority stockholders holding 14,646,141 shares or 68.16% of the issued and outstanding shares of the Corporation's common stock as of the record date of August 26, 2014 (the "Record Date") approved the following corporate action (the "Corporate Action"):
1. An amendment to the Corporation's Certificate of Incorporation to change the name of the Corporation from "ADB International Group, Inc." to "E-Cure Corp." (the "Name Change").
The Corporation will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Corporation will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of its common stock. This Information Statement is expected to be mailed to our stockholders on or about September 10, 2014 (the "Mailing Date") to the stockholders of the Corporation as of the Record Date.
The Corporation is distributing this Information Statement to its stockholders in full satisfaction of any notice requirements it may have under the Delaware General Corporation Law. No additional action will be undertaken by the Corporation with respect to the receipt of the written consents, and no dissenters' rights are afforded under the Delaware General Corporation Law as a result of the adoption of the Corporate Action.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE CORPORATION TO "E-CURE CORP."
Effective August 26, 2014, the Corporation's Board of Directors approved an amendment to the Corporation's Certificate of Incorporation to effect the Name Change. Other than the Name Change, the amendment to the Certificate does not amend the Corporation's Certificate of Incorporation as presently in effect and will not result in any change to the rights of the Corporation's security holders or to the capital accounts of the Corporation.
A copy of the proposed Certificate of Amendment to the Certificate of Incorporation is attached as Exhibit B to this Information Statement.
Reasons for the Name Change
The Corporation's Board of Directors approved and recommended that the Corporation's Majority Consenting Stockholders consent to the Name Change to more accurately reflect the Corporation's business operations. More specifically, as we disclosed in our current report on Form 8-K filed with the SEC on June 6, 2014, we completed the purchase of all right, title and interest to certain IP assets, including rights to a wound treatment device BST Device from Lifewave Ltd., a public company organized under the laws of the State of Israel. We further disclosed in our current report on Form 8-K filed with the SEC on July 1, 2014, the entry into an material definitive agreement (the "Clinical Trials Agreement") with Austen Bio Innovation Institute in Akron, which has significant expertise in wound healing, clinical trial development, and regulatory operations (the "Institute"). The Institute will conduct a trial which will include 70 patients in a double-arm, controlled, randomized, multi-center study to assess the safety and efficacy of E-Qure's BST Device in subjects with stage II & III Pressure and Venus Stasis ulcers. Name Change and Amendment to the Certificate of Incorporation Approved by Written Consent in Lieu of Meeting
The Corporate Action was approved by a joint written consent of the board of directors and majority shareholders on the Record Date in lieu of holding a meeting of the Corporation's Stockholders (the "Joint Written Consent"). On the Record Date the majority shareholders held 14,646,141 shares or 68.1% of the outstanding shares of the Corporation's common stock. A copy of the Joint Written Consent is attached as Exhibit A to this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The remaining stockholders of the Corporation will not be given an opportunity to vote with respect to the Corporate Action. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of advising stockholders of the proposed action to be taken by written consent.
The elimination of the need for a meeting of stockholders to approve this action is made possible by Section 228 of the Delaware General Corporate Law, which generally provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by persons holding a majority of the outstanding voting securities of the corporation.
Expected Effectiveness of the Name Change
Under Section 14(c) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Corporate Action cannot become effective until twenty (20) days after the date that this Information Statement is sent to the Corporation's Stockholders.
To effect the Name Change, the Corporation intends to file an amendment to the Company's Certificate of Incorporation with the Delaware Secretary of State approximately 20 days after the date that this Information Statement is first sent to the Corporation's Stockholders of record as of the Record Date. A copy of the amendment to the Certificate of Incorporation to be filed is attached as Exhibit A to this Information Statement.
No Appraisal Rights
Under the Delaware General Corporation Law, the Corporation's stockholders are not entitled to appraisal or discount rights with respect to the Name Change or the adoption of the Amendment to the Certificate of Incorporation.
OUTSTANDING VOTING STOCK OF THE CORPORATION
The Board of Directors of the Corporation fixed the close of business on August 26, 2014 as the record date for determining the stockholders entitled to approve the Corporate Action and to receive copies of this Information Statement (the "Record Date"). As of the Record Date, there were 21,487,724 shares of common stock outstanding. The Corporation's common stock constitutes the sole outstanding class of its voting securities. As at the date hereof, the Corporation has not issued any preferred stock. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information concerning the number of shares of the Corporation's common stock owned beneficially as of the Record Date by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of its voting securities, (ii) each of the Corporation's directors and each of its named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.
As of August 26, 2014, the Record Date, the Registrant had 21,487,724 shares of Common Stock issued and outstanding.
Name of Beneficial Owner | Common Stock Beneficially Owned | Percentage of Common Stock Owned | ||
Ohad Goren, CEO | 1,150,000 | 5.35% | ||
31 Nahal Ga'aton St., Modiin, 71700, Israel | ||||
Gal Peleg, CFO | 0 | 0% | ||
11 Yosef Nakar Street, Petach Tikva, Israel | ||||
Ron Weissberg, Chairman and former CEO, CFO | 3,581,438 | 16.67% | ||
7 Hamitnachalim Street, Savyon, 56905, Israel | ||||
Itsik Ben Yesha, Chief Technology Officer | 1,600,000 | 7.45% | ||
126 Alon Street, Shilat, 73188, Israel | ||||
Dr. Michael Sessler, Director | 0 | 0% | ||
50 Hagiva Street, Savyon, 56905, Israel | ||||
Yochana Korman, Shareholder | 1,575,041 | 7.33% | ||
13 Haprahim Street, Ramat Hasharon, 47231, Israel | ||||
Director and Officer (5 people) | 6,331,438 | 29.46% |
(1) Applicable percentage ownership is based on 21,487,724 shares of Common Stock outstanding as of August 26, 2014. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of December 31, 2013 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
CHANGES IN CONTROL
The Corporation is not aware of any other arrangement that may result in a change in control of the Corporation.DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
The Corporation will only deliver one Information Statement to multiple stockholders sharing an address unless the Corporation has received contrary instructions from one or more of the stockholders. The Corporation will promptly deliver a separate copy of this Information Statement to a stockholder at a shared address to which a single copy of the document was delivered upon oral or written request to:
ADB INTERNATIONAL GROUP, INC.
20 West 64th Street, Suite 39G
New York, NY 10023
Phone: (972) 54 427777
Stockholders may also address future requests for separate delivery of Information Statements and/or annual reports by contacting the Corporation at the address listed above.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director, executive officer or any other person has any substantial interest, direct or indirect, in the Corporate Action.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The Corporation is subject to the Exchange Act and is required to file reports, proxy statements, and other information with the Securities and Exchange Commission regarding the business, financial condition, and other matters of the Corporation pursuant to and in accordance with the Exchange Act. You may read and copy the reports, proxy statements, and other information filed by the Corporation from the Public Reference Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The reports, proxy statements, and other information filed with the Securities and Exchange Commission are also available to the public over the internet at http://www.sec.gov, the internet website of the Securities and Exchange Commission. All inquiries regarding the Corporation should be addressed to the principal executive offices of the Corporation at 20 West 64th Street, Suite 39G, New York, NY 10023.
By Order of the Board of Directors of ADB International Group, Inc.
/s/ Ron Weissberg
Ron Weissberg
Chairman
Date: September 8, 2014
Exhibit A
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of ADB International Group, Inc.
resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and based upon the written consent of stockholders of said corporation holding a majority of the outstanding shares of common stock for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FIRST" so that, as amended, said Article shall be and read as follows:
FIRST: The name of the Corporation is: E-QURE CORP.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, and based upon the written consent of holders of a majority of the shares of common of said corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 26th day of August 2014.
By: /s/ Ohad Goren
Name: Ohad Goren
Title: Chief Executive Officer
Exhibit B
JOINT WRITTEN CONSENT OF THE
BOARD OF DIRECTORS AND
MAJORITY STOCKHOLDERS OF
ADB INTERNATIONAL GROUP, INC.
The undersigned, being the members of the board of directors of ADB International Group, Inc., a Delaware corporation (the "Corporation") together with the written consent of the holders of a majority of the outstanding shares of the Corporation's common stock, par value $0.00001 (the "Common Stock"), acting pursuant to the authority granted by Section 228 and Section 242 of Title 8 of the Delaware General Corporation Law ("DGCL") and the by-laws of the Corporation, do hereby adopt the following resolutions, which resolutions have been approved by the board of directors of the Corporation and the written consent of the holders of a majority of the Corporation's outstanding shares of Common Stock as of this 26h day of August, 2014 (the "Joint Written Consent").
WHEREAS, the undersigned members of the Corporation's Board of Directors, with the written consent of the holders of a majority of the Corporation's outstanding shares of Common Stock (the "Majority Consenting Stockholders"), have authorized and approved the filing of a Certificate of Amendment to the Corporation's Certificate of Incorporation to change the name of the Corporation from SDB International Group, Inc. to E-QURE Corp.
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Amendment to the Corporation's Certificate of Incorporation Agreement in the form attached hereto be duly filed with the State of Delaware, authorizing and approving the amendment to Article FIRST, as follows:
FIRST: The name of the Corporation is: E-QURE Corp.
The number of shares of Common Stock issued and outstanding is 21,487,724 shares. The number of shares of Common Stock hled by the Majority Consenting Stockholders necessary to ratify and approve the Certificate of Amendment under Section 228 of Title 8 of the DGCL is 10,743,862 shares of Common Stock. Majority Consenting Stockholders holding 14,646,141 shares of Common Stock, representing 68.16%, have consented to the adoption and filing of the Certificate of Amendment.
FURTHER RESOLVED, that, subject to the foregoing, any officer of the Corporation, be and hereby is authorized, empowered and directed, for and on behalf of the Corporation, to take such further action and execute and deliver any additional instruments, certificates, filings or other documents and to take any additional steps as any such officer deems necessary or appropriate to effectuate the purposes of the foregoing resolution;
FURTHER RESOLVED, that any action or actions heretofore taken by any officer of the Corporation for and on behalf of the Corporation in connection with the foregoing resolutions are hereby ratified and approved as duly authorized actions of the Corporation. This Joint Written Consent shall be added to the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the board of directors and the Majority Consenting Stockholders of this Corporation. This Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Joint Written Consent.
/s/ Michael Sessler /s/ Ron Weissberg
Dr. Michael Sessler, Director Ron Weissberg, Chairman
_________________________ _________________________
Dated: August 26, 2014 Dated: August 26, 2014
Table of Majority Consenting Shareholders
Names of Majority Consenting Stockholders | Number of Shares | Percentage |
/s/ Ron Weissberg | ||
RON WEISSBERG | 3,528,600 | 16.42 |
/s/ Ohad Goren | 1,150,000 | 5.35 |
OHAD GOREN | ||
/s/ Itsik Ben Yesha | 1,600,000 | 7.45 |
ITSIK BEN YESHA | ||
/s/ Yochanan Korman | 1,575,041 | 7.33 |
YOCHANAN KORMAN | ||
/s/ Yoav Korman | 1,000,000 | 4.65 |
YOAV KORMAN | ||
/s/ Gerald Yaffe | 1,020,000 | 4.75 |
GERALD YAFFE | ||
/s/ Brache Yaffe | 996,250 | 4.64 |
BRACHE YAFFE | ||
/s/ Ori Rafaelowitz | 996,250 | 4.64 |
ORI RAAELOWITZ | ||
/s/ Michael Cohen | 875,000 | 4.07 |
MICHAEL COHEN | ||
/s/ Kfir Silberman | 820,000 | 3.82 |
KFIR SILBERMAN | ||
/s/Amir Uziel | 542,000 | 2.52 |
AMIR UZIEL | ||
/s/Lavi Krasney | 543,000 | 2.52 |
LAVI KRASNEY | ||
Total | 14,646,141 | 68.16% |